BVI Company Information - IBC Formation Guidance

Company Type	Time to Incorporate	Cost
IBC	2 to 3 Days	£640

Timescale to incorporate a BVI Offshore Company

It usually takes 2 days to incorporate a company in the BVI and to incorporate an offshore company in the BVI we only require the proposed company name and the name and address of the director(s) and shareholder.

Public Records

The names of directors and shareholders do not appear on any public documents. The only documents required to be filed at the Companies Registry are the incorporation documents which include details of the registered office and registered agent.

A IBC company is not required to file accounts with the Registrar of Corporate Affairs. The documents which are filed and available for public inspection are the memorandum and articles of association and the certificate of incorporation. A company may, at its own option, elect to file with the Registrar of Corporate Affairs its share register and register of directors.

Directors

The board of directors of a company will consist of one or more persons who can be individuals or companies. There is no requirement for any director to be resident in the BVI. The board of directors may hold meetings in any part of the world. Directors may attend the meeting either physically or participate by electronic means. In addition, the Articles of the company may provide for resolutions consented to in writing by the directors as an alternative to convening a physical meeting.

Shareholders

The minimum number of shareholders is one and shareholders may be individuals or corporations and of any nationality. In the BVI it is not a requirement to appoint a local resident shareholder. Only licensed trust companies or licensed company managers may provide nominee shareholders services.

Share Capital

The normal authorised share capital is US$50,000 with all of the shares having a par value, this being the maximum share capital for the minimum duty payable upon incorporation and annually thereafter. Shares can be issued with or without a par value and do not need to be fully paid on issue. The minimum issued capital is one share of no par value or one share of par value. The share capital may be expressed in any currency.

Shares may be issued nil or partly paid and bonus shares can also be issued. However, directors must certify by written resolutions any non-cash consideration and the consideration must be certified to represent a reasonable cash value.

Company secretary

A company secretary is not a requirement under the Act, but a secretary can be appointed to facilitate signing obligations.

British Virgin Islands Business Companies Act 2004

The British Virgin Islands Business Companies Act 2004 is the sole Business Companies Act in the jurisdiction replacing the 1984 International Business Companies (IBC) Act. An IBC company must maintain financial records sufficient to explain the company's financial transactions. The company must maintain copies of the following at the Registered Agent's office:

• Register of shareholders
• Impression of the company seal
• Register of Directors
• Register of Charges, Mortgages and other Encumbrances
• Financial records sufficient to explain the company's financial transactions
• Directors are required to disclose any interest in any transaction with the Company

Disclosure of Beneficial Ownership to Authorities

Disclosure of the beneficial owner(s) is not required. The share register may be inspected only by a shareholder.

Filing Requirements

Only the Memorandum and Articles are required for public records. The registration of Registers of Directors, Shareholders and Mortgages and Charges may optionally be filed.

Financial Statement

Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records which reflect the financial position of a company.

Registered Office

Must be maintained in the British Virgin Islands, and must be maintained at the office of a licensed management company.

Restrictions on Trading

Cannot trade within the British Virgin Islands or own property there.

Taxation

A BVI Offshore company is exempted from all taxes.

Memorandum and Articles of Association

The Memorandum and Articles of Association can state that share certificates need not be issued. Share certificates can be signed by only one director if desired and bearer shares must be deposited with a Authorised Custodian.